Buyer’s Covenants. Buyer hereby covenants as follows:
Buyer’s Covenants. (a) From the Closing Date through the date of the Second Closing, Buyer shall allow Sellers, upon reasonable notice and during normal business hours, to enter onto the Real Property solely for the purpose of inspecting the Additional Assets, provided, however, that Sellers shall cooperate with Buyer to insure that any such inspection shall not adversely affect the conduct of Buyer's business operations.
(b) At all times from the Closing Date to the date of the Second Closing (or the date of the purchase of an Inventory Portion, as the case may be), Buyer shall keep the Negotiated Inventory physically segregated from Buyer's other inventory, with the location accessible and documented, and designated as Sellers' property on Buyer's inventory systems and records.
(c) Prior to the date of the Second Closing (or the date of the purchase of an Inventory Portion, as the case may be), Buyer shall provide to Sellers at any time upon Sellers' request any and all documents and other evidence (including, but not limited to, financing statements designed to give UCC-1 notice to third parties of Sellers' ownership of the Negotiated Inventory and other written documentation acknowledging such ownership and any security interests granted by LTV to one or more third parties) and take any and all action as may be required or appropriate to prove or demonstrate to any third party that title to the Negotiated Inventory remains with Sellers.
(d) Risk of loss with respect to the Negotiated Inventory shall pass to Buyer on the Closing Date, and Buyer shall have an insurable interest therein. Buyer shall use commercially reasonable efforts to preserve and protect the Negotiated Inventory and shall indemnify Sellers from any loss or damage thereto. Buyer shall be responsible for and shall indemnify, defend and hold Sellers harmless against any injury, loss or damage to persons arising out of the handling, storage, preservation or use of the Negotiated Inventory while situated at the Real Property and titled to Sellers; PROVIDED, HOWEVER, that except in case of Buyer's gross negligence or willful misconduct, Buyer shall have no liability under this SECTION 2.9(d) for any loss, damage or injury to any employee or agent of any LTV Party. Buyer, at its expense, shall use commercially reasonable efforts to obtain following the Closing Date and thereafter shall keep and maintain "all risks" insurance against physical loss or damage to the Negotiated Inventory in an amount sufficient to...
Buyer’s Covenants. Buyer shall have performed and complied, in all material respects, with all of the covenants set forth herein which are to be performed or complied with by it before or as of the Closing Time.
Buyer’s Covenants. The Buyer covenants with the Seller [which expression includes the Association in all clauses of Clause 10 and its Sub Clauses except Sub Clause Nos.10.1.7, 10.1.10 (l) and 10.2] and admits and accepts that:
10.1.1 Buyer Aware of and Satisfied with Common Portions and Specifications: The Buyer, upon full satisfaction and with complete knowledge of the Common Portions, Specifications and all other ancillary matters, is entering into this Agreement. The Buyer has examined and is acquainted with the Said Complex to the extent already constructed and has agreed that the Buyer shall neither have nor shall claim any right over any portion of the Said Complex and the Said Premises save and except the Said Flat And Appurtenances.
Buyer’s Covenants. The Buyer covenants with the Developer (which expression includes the Association and the Apex Body in all Sub-Clauses of Clause 11, wherever applicable) and admits and accepts that:
Buyer’s Covenants. Buyer shall not dispose of any of the Shares unless and until (i) Buyer shall have notified Seller of the proposed disposition and shall have furnished Seller with a statement of the circumstances surrounding the proposed disposition and (ii) Buyer shall have furnished Seller with an opinion of counsel, satisfactory in form and substance to Seller and Seller’s counsel, to the effect that such disposition will not require registration under the Act or qualification under the State Acts and that appropriate action necessary for compliance with the Act and the State Acts and any other applicable local or foreign law has been taken. Buyer recognizes and acknowledges that the certificate for the Shares, if any, shall contain the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE. THEY MAY BE OFFERED AND SOLD ONLY IF REGISTERED OR QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS AVAILABLE.
Buyer’s Covenants. The Buyer agrees:
(a) To use reasonable efforts to sign and deliver to the Seller such additional agreements and other documents, and to do such other acts and things, as may be required to complete the transactions contemplated by this Agreement;
(b) To use its best efforts to fulfill all governmental, regulatory and other requirements (including, without limitation, obtaining the approval of all California and federal bank or other financial institution regulatory agencies and any other governmental entity having jurisdiction over the Buyer's acquisition of the Branches or the Buyer) required to be fulfilled by the Buyer for the completion of the transactions contemplated by this Agreement, and to take the initial drafting responsibility therefor. The Seller shall have the right to review and comment upon all applications to, and filings with, governmental and regulatory agencies and entities made for the above purpose, prior to their filing; PROVIDED THAT, the Seller shall have no responsibility for any such application or filing. Without limiting the generality of the foregoing, Buyer agrees to file all required regulatory applications within thirty (30) calendar days after the date of this Agreement;
(c) To pay, honor, discharge and perform all liabilities and obligations in respect of the Assets and the Liabilities and any other liabilities of the Branches arising, accruing or subsisting after the Closing which the Buyer is obligated to assume pursuant to this Agreement, subject to applicable indemnification rights of the Buyer;
(d) Not to use, keep or claim any registered or unregistered trademark, service xxxx or other identification commonly associated with the Seller, or any sign, display or similar material of the Seller or any banking or other forms, stationery, passbooks, checks, traveler's checks, cashier's checks, manager's checks or similar banking material of the Seller or bearing the Seller's name or other similar marks or identification (except to the extent necessary to conduct business operations, and then only if the Seller's name, marks or identification are obliterated from such material, and such material is clearly identified as that of the Buyer), or any proprietary material of the Seller including, without limitation, operating manuals, training manuals and public relations, explanatory or advertising materials; and
(e) As of the Closing Date, to become the "holder," as that term is defined in the California Unclaimed Property L...
Buyer’s Covenants. Buyer covenants and agrees that prior to Closing:
Buyer’s Covenants. The BUYER covenants with the SELLER throughout the period of this Agreement:
(a) not knowingly to do, or omit to do, or (to the extent that it is within its power to prevent) permit to be done, any act or thing, whereby the warranties given under this Article may be rendered invalid or would not be true in all material respects if repeated in full as at such time; and
(b) Without prejudice to the BUYER’s other payment obligation ensure the payment all such sums from revenues received, prior to making recourse to other sources of income or finance which may be available to the BUYER.
Buyer’s Covenants. The Buyers covenant with the Seller [which expression includes the Association in all clauses of Clause 10 and its Sub Clauses except Sub Clause Nos.10.1.6, 10.1.9 (l) and 10.2] and admits and accepts that:
